


Traitor!

by bladespark



Category: My Little Pony: Friendship is Magic
Genre: Alternate Universe, Brothers, Changelings, Comedy, Drama, Fake Character Death, Gen, Hijinks & Shenanigans
Language: English
Status: Completed
Published: 2019-08-09
Updated: 2019-08-09
Packaged: 2020-08-13 19:03:21
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 9,024
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20179195
Author URL: https://archiveofourown.org/users/bladespark/pseuds/bladespark
Summary: Thorax is still getting used to living among ponies. They do so many strange and yet somehow wonderful and amazing things! Not so amazing, though, is his brother Pharynx's discovery that Thorax has been disobeying his orders and living openly among ponies. Desperate to avoid being dragged back to the hive as a traitor, Thorax lies, insisting he's only been pretending to gain the trust of these ponies so he can betray them and avenge Chrysalis. Now, somehow, he has to make that lie seem true, and things will definitely not go according to plan when he tries, even with the help of his new pony friends.





	Traitor!

**Author's Note:**

> This story was a commission, so I can't take credit for most of it.
> 
> Although the Twilight Sparkle's villain laugh scene was my idea, and one of my proudest bits of comedy writing.

It was a glorious summer day. The kind of day that was just hot enough to make cool water inviting, but not so hot that you couldn't enjoy a game of volleyball or a walk in the park. The kind of day where not a single wisp of cloud was visible anywhere in the sky. The kind of day where even the most dedicated of shut-ins might emerge blinking into the sunlight to enjoy the beautiful weather. The kind of day greeted in the weather schedule with delight and anticipation by ponies all over Equestria.

In Canterlot the fashionable unicorn elite strolled the streets hoof in hoof, eating gelato from little stands that sprang up in weather like this, or took airships out into the countryside to sight-see and picnic. The beaches within a hundred miles of Manehattan were packed with city ponies getting out to enjoy the day, and the amusements parks were seeing record crowds.

In Ponyville, of course, things were less crowded. Some ponies had headed out to the coast, or gone camping in the Whitetail woods, since the following night was scheduled to be just as lovely as the day. Many of the rest were down at the lake, in little groups all along the winding shore, splashing and playing in the water or grilling food on on the shore. That included a certain group of six ponies, one dragon, and one recently acquired changeling friend, visiting from the Crystal Empire.

Thorax looked around in continual wonder at the playing ponies. The hive had beautiful summer days, of course. Located in the dry badlands as it was it had quite a lot of them. But changelings did not take vacations. A beautiful summer day was just like any other day, the work of the hive continued on. That ponies should stop working and play, simply because the weather was nice, simply because they wanted to, was astonishing.

"The coals are almost ready, so who wants a carrot-dog?" called out Spike from where he stood on a stool in front of the grill. He was wearing a "kiss the cook" apron and had a spatula in one hand.

"What's a carrot-dog?" asked Thorax, peering at the grill and the pile of various foodstuffs beside it.

"These guys." Spike picked up a whole carrot, green top and all. "They grill up pretty nicely, and then you put 'em in a bun and slather 'em with ketchup. Though if it were just me, I'd rather not waste the coal. Carrots are okay, but..." He slipped a hand into the grill and picked a glowing chunk out, popping it into his mouth with a quick, almost surreptitious motion.

"Spike," called out Twilight from the shore a few yards away, "If you keep eating the coals you'll never actually get them ready to cook."

"Sorry!" said Spike. Twilight shook her head wryly as a chorus of giggles erupted from the other mares.

"You eat fire?" said Thorax, staring at the grill.

"I'm a dragon." Spike grinned. "But nah, I eat rocks. The fire just doesn't bother me. It kinda adds a nice spicy hit? Coal is actually pretty bland, though good anthracite has this subtle flavor... But you don't grill with anthracite."

"I have no idea what you're talking about," said Thorax, feeling very confused.

"Eh, don't worry about it. I'll put a carrot-dog on for you, you'll probably like those. Changelings eat carrots, right?"

"We mostly eat mushrooms," said Thorax with a little shrug. "But I like a lot of pony food."

"Well, you'll probably like carrots. You should go swim, though. I've got the grill, but you're here to have a vacation and get to know my other friends. You can't just sit here and watch me cook all day."

"Okay," said Thorax. He turned and looked out over the lake. Far out on the water a faint sound of music floated from a boat, where he could just make out a white unicorn holding a boom box while a bunch of other ponies lounged around on deck, and a gray earth pony mare was being towed behind on a set of skis. He knew skis from his time in the Crystal Empire, but he hadn't known you could use them on water. Nearer to shore, though, Pinkie Pie and Twilight were setting up a water-volleyball net, and Rainbow Dash and Applejack were splashing each other playfully.

Thorax was still getting to know these ponies, but he already knew Rainbow Dash and Applejack well enough to be completely unsurprised when the splashing started to escalate. One little splash was answered with a bigger splash, until Applejack sent a wave of water that completely drenched Rainbow Dash, and she was finally goaded into using her wings to send an even bigger wave back.

"Now that's done it, you cheater," said Applejack with a grin. Then she spun around and kicked out repeatedly with both hind hooves, propelling a veritable tsunami of water at Rainbow Dash. But she didn't stop there, she kept bucking until Rainbow Dash had to duck under the surface of the lake to get away from the repeated soaking.

The pegasus exploded up out of the water, wings beating in a flurry, then spun in a tight circle, the acrobatic feat pulling up a waterspout that loomed over the startled farmpony. "Ha! Take that!" said Dash, and sent the column of water toppling at her opponent. Who simply ducked, submerging herself completely and letting the waterspout collapse past her and over the unsuspecting Twilight Sparkle, who'd just finished helping Pinkie Pie erect the volleyball net. "Hey!"

The soaked alicorn looked up at Rainbow Dash, who doubled over laughing, completely unrepentant. Twilight rolled her eyes, then suddenly grinned. "Be careful what you start, Rainbow Dash."

"You can't splash me from down there," shot back the pegasus, without pausing to think.

Twilight's grin grew broader. "Wanna bet?" Her horn began to glow, and behind Rainbow Dash a massive chunk of the lake glowed a matching magenta and began to rise up into the air. Rainbow was still laughing, not seeing the huge ball of water gradually looming up behind her until it cast a shadow over her and she spun around in mid-air.

Her eyes went wide and she started to say "Hey, that's cheat-" but then the ball dumped itself over her in a torrent, washing her down into the lake and incidentally soaking every other pony present as well. It even caused enough of a splash that Thorax, still standing on the shore, got a little wet.

Just past him, Spike was still dry, but he called out, "If the grill gets wet, nobody gets a carrot-dog!"

"Sorry!" said Twilight, but she was still grinning. Rainbow Dash surfaced with a sputter next to her.

"Cheater," she said, but she was grinning too.

"You started the cheating, sugarcube," chimed in Applejack, who was also soaked, but also grinning.

"There are no formalized rules to water fights," said Twilight with a little self-satisfied smirk. "So it was not cheating, and I win."

"Eh, only because I don't want to get lunch wet," said Rainbow Dash.

"Who wants to play ball?!" called out Pinkie Pie from the water.

"You should go play," said Spike from behind Thorax, who was still simply standing on the shore, watching. "Go on."

Thorax hesitated a moment longer. Diving into the swirl of happy, playing ponies was intimidating. But even the dainty Fluttershy was in the lake, taking up a position on Pinkie Pie's team. Rarity, admittedly, was sticking strictly to the shore, sunning herself on a deck chair, but that just meant that there was an odd number of players, and a moment later Pinkie was bounding over, chivvying Thorax to join the game.

He somehow ended up on a team with Rainbow Dash and Fluttershy, playing against Pinkie, Twilight, and Applejack. The rules were explained, and seemed fairly straightforward, though he still found it odd to spend time on something so apparently pointless. Changelings didn't really "play" as such, not once they had finished molting, at least. Yet "fun" really was, well...fun, and he soon was completely caught up in the game. His skills at imitating proved useful, as well. Once he'd seen a pony employ a move, he could simply repeat the same move, generally to good effect.

Though that did lead him astray when—after seeing Pinkie Pie head-butt the ball—he attempted to do the same and instead skewered it on his horn.

Thorax stood there, the brightly colored ball deflating on top of his head, and put his ears back in dismay. He had ruined the game! Would the ponies all be mad at him? The other five stared, and he started to shrink away from them, braced for the inevitable anger. Then suddenly there were giggles all around him as the ponies broke into laughter. Thorax froze for a moment, shocked that they weren't mad, then offered a hesitant smile. "Uh... sorry?"

"It's fine! I have balls stashed all over Ponyville, in case of ball emergencies!" said Pinkie, and she raced to a bush on the shore and pulled a second ball out of it, bouncing it up and down on her hoof expertly. A moment later the deflated ball had been put aside and the new one was flying back and forth as the game continued.

There was a great deal of laughter and splashing, but before long the game was once again interrupted, this time by Rainbow Dash, who rose up out of the water and did a backflip in the air to give the ball an immensely powerful kick. It sent it not only out of the lake, but rocketing across the beach and into the woods behind. Thorax stared after it in astonishment.

"Oops," said Rainbow Dash. "Did anypony see where that went? I was finishing my spin."

"Nope," said Twilight, and there was a shaking of heads around the volleyball net.

"Oh ponyfeathers," said Pinkie Pie. "The next nearest emergency ball isn't anywhere near here!"

"I saw where it went," offered Thorax. "I can go look for it."

"Yay!" Pinkie Pie bounced in the water, splashing enthusiastically. Thorax couldn't help but smile as he waded towards shore. He climbed out of the water and nearly tripped as a thundering herd of foals ran along the shoreline, shouting and squirting water guns at each other in some sort of game of tag. As he paused, Sweetie Belle, who he didn't really know but recognized vaguely as Rarity's sister, was hit by a jet of water from one of the other foals and fell over dramatically right as his hooves.

"I'm hit! I'm hit! I'm dying! Erk. Ack. Ooog." She put a hoof over her heart and writhed around on the ground. "Dying horribly! All is lost! Alas! Eeurrgh!" With one last dramatic spasm she went still, though one eye was cracked open to see how the other foals had received her performance.

Thorax stared at this in confusion. Pony foals practiced deception like changelings? But why? Then he jerked his eyes back to the woods. The ball. Right. He trotted around the "dead" filly and into the woods beyond. Looking around, he soon spotted the bright bit of color that was the ball. It was wedged in a bush behind a cluster of rocks.

As Thorax trotted closer one of the rocks suddenly glowed with green fire, twisting upright, to become the sleek back form of a changeling. A very familiar changeling.

"Pharynx?" Thorax stared at his brother in shock. "What are you doing here?"

"I could ask the same of you," said Pharynx with narrowed eyes. "You were sent to scout the Crystal Empire months ago. And now I find you here, playing with ponies, undisguised! That is not the mission our queen sent you on."

"I... uh..." Terror gripped Thorax. He'd been found out. He'd be dragged back to the hive and punished for sure. The queen's punishments were always horrible, and she'd no doubt come up with something new and extra-awful just for him.

"There have been rumors that you were going openly among ponies, that you were consorting with Shining Armor and Cadence, the queen's mortal enemies, but I didn't want to believe them. But now I see you here, frolicking like some sort of deranged nymph with Twilight Sparkle herself, the pony responsible for ruining our queen's plans and destroying the prosperity and triumph our hive deserves. Explain yourself, brother. Explain why you've betrayed your queen, your hive, and your family, and the explanation had better be good." Pharynx was practically spitting the words out now, his fangs bared in an angry snarl.

"It... It's not like that at all! I..." Thorax scrambled. What could he say? What could possibly explain being around not just ponies but the very worst enemies of the hive? Then suddenly it came to him. "I'm deceiving them! I'm pretending to be their friend, so I can get close enough to get revenge for the hive's defeat!"

Pharynx blinked at him. "That is not what you were ordered to do."

"I know, but I got caught out! They discovered me and I couldn't hide. I had to lie fast." _Just like I'm doing now_, he thought to himself. "I told them I wasn't like other changelings, that I'd abandoned the hive and that I just wanted to be friends. They absolutely ate it up. Ponies value friendship so much, the thought of it overwhelmed their senses. They've been telling me all kinds of information, and spending all kinds of time around me. I knew that if I stayed with them long enough I'd eventually find the perfect moment to strike and kill them all."

Pharynx stood silently, looking at Thorax, for a long time. Thorax felt like his heart was going to beat its way out of chest. Would Pharynx buy it?

"Well, I admire your zeal in trying to turn a bad situation into victory for the hive. Your lie was clever, but you should have returned to the hive as soon as you had the chance, not stuck around trying to avenge our queen."

"I...ah...yes, I suppose so. I just was, er... I was so angry at these ponies, I couldn't stand to leave when I knew I might have the chance to get them all."

Pharynx nodded. "Very understandable. And quite commendable, should you succeed." He suddenly smiled. "In fact I'd like to see it! My own brother, bringing all the hive's enemies low at once! But that perfect moment had better come soon, Thorax. I need to report back to the hive within the week, and I suspect Queen Chrysalis will have her own ideas about revenge on these ponies."

"Oh. Yes, well..."

"You should consider simply coming back with me now and leaving these revenge fantasies of yours alone. Perhaps once we're home our queen can find a way to use your supposed friendship with these ponies to the hive's advantage."

Thorax tried not to flinch at that suggestion. Return to the hive? Return to his life of servitude and punishment? Leave his friends behind? No! "That... well... Their trust right now is such a good chance. If I just vanish they'll be suspicious. I don't think we'll get an opportunity like this again. So I'll just...uh...go back before they notice I'm gone, okay?"

"Very well. But soon. You may believe it's acceptable to disregard our queen's orders, but I am not so cavalier about the matter. I _will_ be reporting back in a week's time." He stepped back, melting into the forest's shadows and leaving Thorax standing alone.

Thorax swallowed hard. That had been absolutely terrifying. And now he was in hot water for certain. What was he going to do? He picked up the ball and headed back for the lakeshore, his hooves dragging as if he were going to a funeral. He probably was! Not right now, but once the week was up Chrysalis would be coming for him, he was sure of it, and she was certain to ferret out the truth. And then she'd kill him.

"There he is!" Pinkie Pie's cheerful cry rang out over the water, and the other ponies all turned to look. They immediately noticed something was wrong and a moment later he was surrounded by a crowd of worried friends.

"Thorax? What is it?" asked Twilight.

"We have a problem."

****

A short time later the group was gathered around the map at the heart of Twilight's Castle of Friendship. Not that they needed the map itself, but they'd made plans together in the room so often that it was the natural place to gravitate when they needed to discuss something serious.

Expressions around the table were serious indeed as Thorax finished explaining what had happened. "So now Pharynx expects me to kill you, or else come back to the hive. I don't want to go back to the hive! They'll probably kill me! But I can't kill my friends. I don't know what to do."

"Oh no!" Pinkie's hooves were suddenly flung around Thorax in a tight hug. He squirmed a little. He really liked ponies and friendship and getting love freely without having to take it, but hugs were still a little weird.

"Wow. That's a tough one alright," said Rainbow Dash, who was hovering restlessly a bit above the others. She frowned, then grinned. "I know! Just catch this brother of yours and he can't tell Chrysalis any of this! Bam! Problems solved"

Thorax managed to wiggle free of Pinkie Pie's all-encompassing pinkness. Fortunately she just let him go. He gave himself a little shake, trying to think straight and not just panic. "Maybe. I don't want Pharynx to get hurt, though. He thinks of you all as the enemy, he wouldn't get caught quietly. Some of you might get hurt too. And if he doesn't come back Chrysalis will send another scout eventually."

"That's a pickle, right enough." Applejack patted him on the withers in what was probably meant to be a comforting fashion. She didn't hug him, at least. "I get carin' about yer brother, though. I wouldn't want harm to come to Big Mac even if he was going to get me in a heap o' trouble."

"Hmm." Twilight Sparkle had a thoughtful look, and Thorax felt his ears perking up slightly. She was super smart, surely she'd have a solution to this mess. "I'm sure there must be a way out of this, but I'll admit right now I'm drawing a blank," she said. "Assuming we can't recruit your brother to our side?" She raised an inquisitive eyebrow at Thorax, and he shook his head. "Yeah. If we can't beat him, and he won't join us... I don't know what else we can try."

Thorax's ears fell, and his heart sank down with them. "Maybe I should just go, then. Run somewhere. Find a place out of the hive's reach, where I won't get my friends or my family hurt."

"Hey, you can't just run away." That was Spike. "We'd miss you! There's gotta be a way for you to stay without anybody getting hurt."

There was a long silence as those present all tried to think of something else to suggest.

"If we like...invaded the hive and defeated Chrysalis..." started Rainbow Dash. 

Twilight put her face in her hoof. "That is a really terrible idea. There are a lot of changelings. We'd be starting a war."

"Oh. Uhm..." Rainbow settled to the ground and shrugged.

Twilight was looking thoughtful again, though, and the corner of her mouth quirked up in the smallest possible smile. "I wonder... We all saw the Cutie Mark Crusaders playing overly-dramatic-death tag with their water guns. For a changeling, Thorax isn't a great actor, no offense," she glanced at him, and Thorax could only nod. It was true. "But I wonder..."

"What's that got to do with the price of tea in China?" said Pinkie Pie, tilting her head over almost horizontally.

Twilight's tiny smile grew broader. "I think it's given me an idea."

****

Thorax planted one hoof on the still form of Twilight Sparkle, who lay sprawled on front of him on the throne room floor. "Your princess, uhm, of...uh...friendship? Your princess of friendship is dead. You uh, you are doomed. Ah ha, ha, ha, ha."

Twilight, lying at Thorax's hooves, opened her eyes and looked up at him. "If you're having trouble remembering your lines, you can just make up something, it doesn't have to be exact."

Thorax sighed and nodded. "I'll try again. I think I've got it now. Should I 'kill' you again?"

"That part went fine. Let's just concentrate on trying to act like you're angry, evil, and getting your revenge."

"You can do it, sugarcube," said Applejack from her place on the far side of the room. "We've got plenty o' time to practice this. You'll get it down."

"I hope so. I'm just... I'm not good at evil. If I'd been good at evil I would have stayed in the hive."

"We're all mighty glad you didn't." said Applejack with a grin. "But fer now you gotta' pretend a little, that's all."

"You don't have to be evil, you just have to put some energy into it," said Twilight, still lying on the throne room floor. "The evil laugh comes right from your diaphragm. Throw your head back, close your eyes, maybe. Everyone is supposed to be frozen in shock, so you've got a minute to really get into it. Let the laugh come out practically from your hooves. Like this." Twilight suddenly threw her head back, her eyes wide and wild, and let out a loud, manic, "Mwa ha, ha, ha, ha!"

Thorax blinked at her. "Wow. Uhm. How do you do that?"

"Lots of practice, so I'm sure you can get it right too. Try it. Take a deep breath and then just let it all out."

"Uh, Twilight? why are you practicing evil laughs?" broke in Rainbow Dash, from where she was hovering near the ceiling.

Twilight blushed faintly. "Well, er... Statistically speaking, one in four alicorns has turned evil. I mean, that's over quite a span of time, so it's not actually a one in four chance, but then for most of that time it was fifty percent of alicorns, and that does change the math such that I felt the odds were worth considering. And if I turned evil I didn't want my first evil laugh to sound...silly. Uhm. That probably sounds really silly already."

Everyone was staring at Twilight, but then Applejack let out a snort. "That's the most Twilight thing I ever heard. Assigning yerself 'if I go evil' homework because o' statistics? You got a villain name picked out already an' everythin'?"

Twilight's ears went back just a bit and her blushed deepened. "I was thinking... uh... Midnight Sparkle?"

There was a chorus of giggles, and Fluttershy trotted over to pat Twilight on the withers. "I don't think you'll turn evil, Twilight. If you do, though, Midnight Sparkle is a lovely name."

"Ah, I don't either, really. Just... The math... Er. We should get back to Thorax's performance." She cleared her throat and looked up at Thorax as Fluttershy trotted back to her place. "Try the laugh? Use your diaphragm. Uhm. That's the muscle below your lungs, that you use to take a really deep breath. You can tense it and have better control over the air you're using to laugh with. Try it?"

"Right. Okay." Thorax took a deep breath. He wasn't actually sure if changelings had a diaphragm, but he threw his head back and tried to make his eyes go wide like Twilight's had, and pictured the laugh coming up from his hooves. "Ah ha, ha, ha?!"

"That's much better! But without that little hesitation at the end. Remember, you've schemed this for months, you hate us, you're fiendishly delighted. Sound happy about it! Just...in an evil way."

"I'll try." With another deep breath, Thorax threw his head back again. "Ah ha, ha, ha, ha!"

"That's it! Just like that. Now, Rainbow Dash, that's your cue to stop being shocked and charge in."

"Right! I was thinking, though, maybe I should try some kung-fu moves, you know? Like we could choreograph in a backflip kick? So I'd look awesome, see, and Thorax would look even more awesome for beating me!"

"If you take too long to get 'killed' it'll be obvious everyone else is hanging back," said Twilight, shaking her head. "We don't want Pharynx to get suspicious."

"Oh. Right."

"Just be precise about hitting your marks so you crash safely over there," Twilight nodded to where a convenient pile of the castle's spare blankets were draped over a few laundry bags and pillows in one corner.  
"Right. Here goes!" Dash cleared her throat. "You won't get away with this, villain!" Then she angled her wings and dove down towards Thorax, who fired off the spell Twilight had taught him. A green beam of magic flashed out, looking convincingly like a killing spell. It was purely an illusion, but when it hit Rainbow Dash she immediately spun out of control, corkscrewing in a seemingly wild path across the room to land exactly in the center of the soft pile. Feathers exploded outward from a pillow at the center of the crash, and when the snow-fall of fluff cleared Rainbow was lying still, half-buried in laundry bags.

"Are you okay?" asked Thorax. She looked awfully convincing, though admittedly all he could see was her hindquarters sticking out.

"Yup!" came a cheerful if muffled reply from inside the soft mountain half-burying Rainbow.

"Great crash, sugarcube," said Applejack with a grin. Rainbow flicked her tail, and Thorax thought he could hear a snort of annoyed amusement from the buried pony.  
"That should cue Fluttershy and Applejack," said Twilight.

Fluttershy scuffed a hoof for a moment, hesitating. Applejack tossed her head and made a strange face, her muzzle scrunched up, her eyes flicking from side to side. "I, ah... I'm right mad that you hurt mah friends." It sounded nearly flat and what little tone there was seemed more sarcastic than angry.

"Applejack? I think you should just charge and not say anything," said Twilight, looking a bit dismayed at the farm pony's bizarre acting.

"Ahem." Applejack gave a rueful nod. "Yeah, I reckon so. Lemme start over."

"Okay. You ready, Fluttershy?"

Fluttershy peeked out from behind her hair and gave a nod.

"Right. Rainbow Dash just crashed. So... go!"

"Aaah!" yelled Applejack and sprinted forward.

Fluttershy scuffed her hoof again, still hesitating. Twilight figured that was realistic enough for her, and watched as Thorax shot Applejack with his fake death spell. The farm pony continued running for a few steps before skidding to a halt and falling over sideways. It wasn't terribly convincing, but it would probably have to do.

"Nobody hurts my friends!" came a sudden, shockingly loud yell, and then Fluttershy was charging forward, her face screwed in an expression of determination, actual tears standing in her eyes. She galloped straight at Thorax, who was so startled by the sudden charge that he almost forgot to hit Fluttershy with the spell. He filly did and she collapsed almost on top of Twilight and lay perfectly still. Twilight peered at her, and she was barely even breathing.

"Wow." Rainbow Dash had pulled her head out of the pile of bedding and laundry. "Nice acting, Flutters. Nice playing dead, too."

Fluttershy opened her eyes and gave a shy little smile. "I just thought about how I'd feel if this was all real. And pretending to be dead is just like meditating. It's very peaceful."

Twilight and Thorax both blinked at her.

"Ooookay," said Twilight. "That's kinda creepy, but moving on... Rarity, time for your lines."

"My moment to shine!" Rarity tossed her head and smiled. It was a slightly ironic smile, she was quite aware of her own urge to melodrama. She suddenly staggered back, her eyes flicking around the room from one "fallen" friend to another. "No! It can't be! Dead? My friends? All is lost!"

"Advance on her," murmured Twilight, and Thorax twitched, having forgotten his next part. He stepped forward over Twilight's "dead" body and stalked towards Rarity.

"That's right. You are doomed." Thorax tried the laugh again. "Ah ha, ha, ha!"

"No! No, this cannot be!" said Rarity, quailing back from him, trembling.

"But it is." Thorax cast the spell again, hitting Rarity with the green "death" beam.

"Nooooooo!" she wailed and collapsed back dramatically, her wail slowly dying out, her eyelashes fluttering before her eyes closed and she lay still.

Thorax could just hear Twilight behind him, muttering, "We certainly know where Sweetie Belle gets it from." He tried not to giggle.

"How was that, darlings?" asked Rarity, rolling back to her hooves. "I still rather want my chaise longue here, fainting to the cold floor is _not_ comfortable."

"It'd be a little too convenient, I'm afraid," said Twilight. "We're already pushing things a little by having soft things for Rainbow to crash into."

"Well, I suppose we all must make some sacrifices for the sake of friendship. But how was my acting?"

"It was, uh, very dramatic," said Twilight. Thorax couldn't help it, this time he did giggle.

"Excellent." Rarity tossed her head again and smiled. "Now, what comes next?"

"When we actually do this, you'll have to keep still, is what comes next. We should practice that."

Rarity pouted. "But the floor is so cold! And hard! And _dirty!_"

Twilight rolled her eyes just a little bit. "I know. But it has to be done. Let's all practice holding perfectly still a little. And after that it'll be time to rehearse the dramatic betrayal of Spike bit. Spike, have you memorized your lines?"

"Yep!" Spike poked his head out from behind Twilight's throne and waved cheerfully.

"Good. Now, about playing dead. I think we can all take some tips from Fluttershy about meditation..."  
Thorax let his mind wander as Twilight started holding forth. It was astonishing that these ponies were willing to do so much to help him. He could barely imagine anyling in the hive going to such lengths so someone they'd only known for a few months could stay around. Maybe his brother might do something like this for him, if he could be convinced it was a good idea. Maybe. It was impossible to picture any other changeling even caring.

Friendship truly was magic.

****

"Quick, in here." Thorax shoved open a tiny door at the back of the Castle of Friendship and gestured. Pharynx darted in ahead of him and Thorax followed close on his heels. "We have to hurry, they'll be arriving soon."

"Are you sure you don't want any help?" asked Pharynx as he crept silently after Thorax through the castle halls.

"No. I've got the spell I need, I'll have the jump on them, and I know them so well by now that I know exactly how each one will react. If you jump in it'll throw everything into chaos and something might go wrong."

"Very well. I'll admit I'm excited to see this. But..."

"Shh. In here." Thorax slipped into the map room, where everything was laid out according to plan. "Disguise yourself somewhere out of the way," whispered Thorax, as the faint sound of voices could just be heard from the big double doors at the other end of the room.

"Right." A shimmer of green fire and a moment later there was one more decorative crystal pillar at the room's perimeter than there had been.

Just then the doors swung open and Twilight and her friends walked in, chatting happily. "Thorax! Ready for the party?" called out Twilight with a little wink.

Thorax gave her a slightly shaky smile in return. His heart was pounding in his chest and he felt more nervous than he ever had in his life. He was just certain that everything was going to go terribly wrong somehow. "I think I'm ready," he said.

"Wonderful. We have a few more things to prepare," said Twilight as her friends spread out into the room, Pinkie bouncing with heedless abandon, Applejack moving with a frankly suspicious attempt to look casual, Rainbow darting back and forth nervously, but all eventually reaching their assigned starting spots for the drama they'd rehearsed.

When they were all in place, Twilight gave Thorax a little nod. He glanced over at where Pharynx was still disguised, wishing he could tell if his brother was suspicious at all. Unfortunately changelings only ate love, they couldn't detect other emotions, so there was no way to tell.

"Thorax?" said Twilight, when he stayed rooted in place just a little too long.

"Sorry, just..." He paused, then too one more breath. It was go time. He would just have to do this and hope Pharynx bought it. Putting an evil scowl on hi face he spun around, facing Twilight, just as they'd practiced. "It's time for you to meet your doom!" he shouted and shot his beam of green magic directly at her chest.

"What? No! Treachery!" cried Twilight as she fell at his hooves.

With his heart still racing, Thorax threw his head back and laughed. It was as much hysterical as evil, but there was no time for worrying about how authentic it sounded. "Your princess of friendship is dead, and you are all doomed!" he shouted.

"You'll never get away with this!" said Rainbow Dash, flaring her wings out dramatically and posing with one hoof in the air before folding her wings and diving. Thorax fired off another beam, which missed entirely.

Rainbow Dash started to swerve into her planned crash anyway, and Thorax yelped a panicked curse and shot another beam, which managed somehow to hit her just before she plowed into the soft cloth pile and went still, the puff of feathers that had shot up from them as she hit slowly settling around her.

Fluttershy shrank back behind her hair, looking convincingly terrified. Rarity gasped out loud in shock, staring between Thorax and the rainbow tail protruding from the pile of laundry. Spike scurried behind a crystal pillar quite near where Pharynx was hiding. Everything was still going according to script.

"Yah!" That was Applejack, her hooves pounding as she charged next. Thorax hit her square on, and for the first time in all their practicing she actually fell over at just the right time.

"**HOW DARE YOU HURT MY FRIENDS!**" Fluttershy's startlingly loud, angry scream sounded and with a scuff of her hoof like a charging bull, the yellow pegasus was galloping straight at Thorax. No matter how often they'd done this, it was always shocking to see her look so enraged. Still, Thorax fired off his spell again, and Fluttershy tumbled forward in a fall that looked like it had to hurt and lay completely still in an awkward sprawl.

A dramatic sob sounded from where Rarity stood near one wall. "They're all dead! Dead! My friends, all dead! All is lost!" wailed Rarity.

Thorax remembered to step carefully over Twilight and advance menacingly on Rarity. "Soon you'll be dead too!" he called out, and then threw back his head and tried the laugh again. He'd never really been able to get into it in practice, but with adrenaline pouring through his system it was kind of growing on him as a way to express the heart-pounding, wild emotions see-sawing through him.

"This cannot be!" cried Rarity, tossing her mane and cringing back from Thorax.

"But it is," shouted Thorax, and the beam of green death magic shot out from his horn.

"Nooooooo!" wailed Rarity. She put her hoof to her chest, tossing her head dramatically, and collapsed onto her side. She let out one last despairing wail as her eyelashes fluttered, then her eyes closed and she lay still.

"Ha!" shouted Thorax. "See what fate befalls the enemies of the hive!"

"How could you!" came Spike's voice from behind the spot where he was hiding. "I thought you were my friend!"

"Friendship is a weakness. I _used_ your friendship, and now I have my revenge." He hadn't practiced it that way, but Thorax was really getting into the role, so he added another manic laugh. "Mwa ha ha ha!"

"So everything you said was a lie?" Spike's voice quavered as if he would break into tears. Thorax thought he was really selling it well. He started to circle around so he'd have an angle to hit Spike with his spell

"That's right. I'm a changeling. Lying is what we do, you pitiful fool." His heart was still racing, but it was almost over. This was actually going to work.

"No! I won't believe it! You have to feel some kind of friendship, somewhere in your heart. Please, don't do this!" cried Spike.

Thorax narrowed his eyes, putting the coldest expression he could muster on his face as he circled far enough for Spike to come into view. "Friendship has failed you. It isn't magic. _This_ is magic." He shot his spell one last time, and Spike clutched his chest where the beam struck him and fell back to lie still on the floor.

For a long moment everything was utterly silent. Then Pharynx appeared in a flash of green, dropping his disguise. "You did it! Wow! Wait until I tell Queen Chrysalis about this! The hive has never given medals, but she might invent one just for you, brother."

Thorax felt a rush of nervousness. Eventually Chrysalis was going to find out she'd been tricked, and if she made a big deal about this he'd really be in trouble then. But that could be dealt with later, right now they had to get out of here quick. His friends couldn't play dead forever.

"Ah ha ha. That's great." He started moving towards the door. "But we should leave here now, before somepony comes along and-"

Suddenly the door was flung open, nearly hitting him on the snout. He stumbled back a step as he looked up to see who it was, and felt his heart nearly stop. Standing framed in the doorway was Princess Celestia, with Princess Luna just behind her.

"You must be Thorax," said Celestia. "We were just coming to meet..." She trailed off as she saw Pharynx behind him, and then the ponies sprawled in apparent lifelessness behind him. Her expression went deadly cold, her eyes narrowed. "What. Have. You. Done?"

Luna shouldered forward into the room, her teeth showing in a snarl. "Blackguard! We had heard of your friendship with ponies and wished to meet such a unique, friendly creature, but instead we find this! Traitor!" Her horn lit up and what Thorax was absolutely certain must be a real killing spell lashed out from it. He prepared himself to die, thinking that at least it would be a cleaner death than the punishments Chrysalis would no doubt have invented for him.

Before the spell could strike, though, a magenta bubble snapped into existence around him and the deadly energy Luna and sent streaking at him merely fizzled against its surface in a shower of sparks.

"Stop!" Twilight was on her hooves now, and the others started picking themselves up as well. "We're fine, Thorax didn't betray us. We were only trying to help him."

"What?" That came not from Luna's lips, but from Pharynx, still standing behind Thorax. "This was all a trick? Traitor!" He spun and snapped his wings open. A moment later he was through a window in a shower of colored glass and gone into the sky beyond.

****

Ponyville slept beneath a watchful moon. Thorax glanced up at it as he slipped out the castle's back door and hoped that Luna wasn't actually looking. She'd been surprisingly graceful about being tricked into nearly killing him, once everything had been explained, but he was probably never going to get over the sight of her launching a death spell at his face.

She probably wouldn't approve of his current errand. Spike certainly hadn't, and Twilight hadn't either. He was technically not breaking his word to them. Twilight had told him not to "go wandering the forest in search of your brother" and he'd said he wouldn't. Which was true, he wouldn't wander; he had a mental list of specific places to check.

He found Pharynx at the second of those places, a dead tree whose upper trunk had a good view of much of Ponyville and which Thorax knew changelings sometimes used to scout out the town before engaging in love-gathering runs. His brother wasn't even disguised, he was just sitting in the trunk's hollow, staring into the darkness.

Thorax approached silently. Pharynx looked up at him, then away again. There was a long, uncomfortable silence. Finally Thorax cleared his throat. "Uhm. Pharynx?"

"How could you? That's what that little dragon said. I thought it was pretty funny when he said that, because I knew how, it was so obvious. Any sane changeling would chose the hive. We were born to it, it's our home. It's where we belong, with our own kind, obeying our queen. But you didn't chose that, you chose ponies. So I have to ask, how? How _could_ you choose them? What could possibly make you turn traitor? Do you hate your own kin so much?"

"No! I don't hate changelings. You least of all. You're my brother. I couldn't possibly hate you. But ponies have a better way, Pharynx. We're tiny little parasites, living on the scraps of love we can steal from them, barely surviving. Since I've become friends with the ponies, though, it's like an entire new world. I get love freely, as much as I want, as often as I want. I don't have to sneak and plot and scrounge to get a little, I have all I need, free for the taking. And having friends is _amazing_. They were willing to stage that whole silly scene, and disrupt their lives by playing dead for ages after, just to help me out. Because they're my friends. I could never have imagined what that was like before I came to live among them.

"I didn't chose them because I hate the hive. I chose them because I want a better way, and I hope that someday the rest of the hive can come out in the open, extend a hoof of friendship, and have the same."

"You're crazy. We take what we need from ponies, we don't beg for them to give it. We're stronger than they are. We always have been. We always will be. You need to see that, and come back to the hive, where you belong."

"And do what? Get killed by Chrysalis in punishment?"

"If you helped us betray these ponies in truth..."

"No. Absolutely not. I won't harm them."

Pharynx, still not looking at him, let out a little snort. "What about me, then? I'm meeting up with a patrol in just a few minutes. I'll go back to the hive and tell Queen Chrysalis everything. I'm not like you, I can't betray my queen."

"No. I care about my friends, but you're still my brother, and I care about you too. I can't choose to hurt you either."

"Then you're putting your friends' lives in danger. A changeling, living openly as friends with ponies cannot be allowed, Thorax."

Thorax put his ears back. "I don't want to endanger my friends."

"Well you are. You know what our queen is like. She is already angry enough at them. With you there she'll be bound and determined to hunt you all down. And I will help her, Thorax. I won't have a choice. Unless you stop me. You have to choose a side, brother. You're going to be a traitor either way. Kill me now, or cause the deaths of your friends later."

"Then... Then you should kill _me_. Spare them and take me instead."

Pharynx finally looked up, staring at Thorax. "You would really do that? You would die to save them?"

Thorax straightened himself and lifted his head slightly. He would not cry. He absolutely would not cry. "Yes. And you too."

"Amazing." Pharynx was silent again for a long time. Then he flicked his ears. A faint rustling sounded in the distance, as if somebody was approaching through the thick undergrowth. He glanced rapidly over his shoulder, then squared himself up in front of Thorax. "Very well." His horn glowed, and a blast of green fire washed out, striking Thorax square in the face.

****

"You couldn't have asked for a better friend than Thorax was to everyone who knew him." Spike had to stand on a step-stool to see out over the podium, but nobody was laughing at the diminutive dragon, however silly he might have looked. The casket that stood next to him was open, showing the utterly still face of the changeling in question, eyes closed.

The funeral procession had been led by Princess Cadance, who'd claimed the right despite Celestia's presiding presence, and nopony had dared tell her otherwise.  
She had traveled down to Ponyville immediately on learning that her changeling friend had passed away. There had been some talk of having the ceremony in the Crystal Kingdom, even, but in the end Spike had said he wanted it here, and so Ponyville was now the host to a surprising number of mourners coming to wish the changeling who had shown that changelings could live among ponies a final farewell.

The procession had led from the town hall, where Celestia had presided, and where Cadance and several other of Thorax's friends had given heartfelt speeches, and had wound its solemn, black-draped way through the streets of Ponyville, out to the little cemetary on the edge of town.

Behind Cadance, Celestia walked, with Luna a dark presence at her side, her expression even more serious than usual. Twilight followed, with Spike riding on her back, his eyes red and his expression beyond sad, with her friends walking behind her. The five former Element Bearers did not exactly march in formation, and sometimes one of them slipped up to give Spike a comforting word or simply walk beside Twilight for a time.

Behind them a company of the guard did march with perfect military precision, wearing their best dress armor, with the lead ponies carrying bright banners, though each flag was topped with a black mourning pennant. Unicorns, pegasi and earth ponies were all present, marching in organized ranks of nearly identical ponies, a fine show that might have drawn cheers on another occasion.

Then came the coffin, covered in flowers, carried in a black hearse drawn by a set of matched gray stallions. They and the hearse had been draped in black velvet bunting, no frill or expense spared for something that was both a political event and a deep personal tragedy. 

The procession was followed up by an additional crowd of mixed mourners and curious Ponyville citizens, including the Mayor, Granny Smith, and other Ponyville luminaries, such as they were.

Reporters kept a courteous distance from the mourners, but the occasional flash of cameras was inevitable. A changeling had never before been buried by ponies, so the event was more than newsworthy.

Eventually the procession arrived at the cemetery. It had once been only the Apple Family cemetery, founded when the first Apples had come to the spot in years long gone, but as Ponyville had grown others had been buried among the founding ponies, and now the walled and gated space was home to many who'd passed beyond over the years since Ponyville's founding.

The coffin had been placed beside the dark hole that waited to receive it, and also beside the podium set up there for the final graveside eulogy. Nobody had been able to think of a better person than Spike to give his unusual friend a final farewell.

But now Spike, standing beside the grave, ignored crowd, reporters, soldiers, princesses, and everything else and simply spoke from the heart, tears in his eyes as he eulogized his friend with simple sincerity.

"He was so kind, and so good, and he will be so very missed by all of us." Spike said as he finished, then wiped his tears away and stepped down from the too-tall podium. Celestia stepped up, and had rather the opposite problem as it was much too short for her, but still there was no laughter, all present looking solemnly at the coffin and its immobile occupant.

"Thorax has done as many of the best of my little ponies have over the years, he has paid a high price for the sake of his friends. As we go together into the future, I hope that all of Equestria, pony or otherwise, will think on this, and remember that changelings are not so different from ponies after all," she said. Then she nodded to the waiting ponies from the funeral parlor, and the casket lid was closed, in preparation for lowering it into the waiting grave. Those present began to leave the graveyard, speaking quietly among themselves.  
The afternoon sky above was clear, no rain falling. But Spike, standing beside the coffin, wept his own small rainfall of tears as he regarded the coffin bearing his changeling friend.

****

The halls of the hive bustled with activity. They always did, at all hours of the day. Playing was for nymphs and resting was for the weak, and so the changelings worked, or at least tried to look like they were working, as much as possible.

Pharynx went about his work just as he always did, bustling with the rest of them, as if nothing in his life had changed. Stares often followed him. To a pony most changelings looked alike, but to each other they were distinct, and everyone in the hive know who Pharynx was after the events two days past.

Hisses and whispers followed him too as he went about his work, and the more he ignored them and acted just like normal the more they multiplied around him.

"There's the brother-killer," muttered one changeling to his fellow as Pharynx passed by.

"His brother was a traitor," replied the other, trying not to stare too much. Pharynx didn't even turn to look at them. He'd heard it a hundred times by now.

"Yes, but to kill your own brother in cold blood like that... I could never do that," replied the first. "And he's acting like it was nothing, like he's not even upset about it."

"He's a cold-hearted one," said the other, nodding agreement.

Pharynx just walked on his way. He'd done what needed to be done, and there was no point trying to justify himself to the other changelings. He could suffer the stars and whispers as the consequence of his actions. After all, his brother would never again walk the halls of the hive, so Pharynx was paying by far the lesser price.

****

In Ponyville, as evening light began to cast long shadows over the graveyard, six ponies and one dragon continued their vigil.

Eventually there was nopony left but Twilight and her friends. Even Celestia had gone, and the ponies from the funeral home had gone back with the hearse, to return later and quietly slip the coffin beneath the earth.

Looking at said coffin, Twilight now lifted the lid with her magic and smiled as she said, "Everyone's gone, you can get up now."

"Oh good. It was getting hot in there." Thorax sat up, blinking, and stretched. "And it was really hard holding still for that long! Though Fluttershy's advice did help. But I was very glad when they put the lid down." He smiled at the shy yellow pegasus as he started to climb out of the coffin.

"I still can't believe your brother agreed to help you vanish," said Rarity. "He seemed most determined to obey Chrysalis." 

Thorax gave a little shiver, remembering that night.

_A faint rustling sounded in the distance, as if somebody was approaching through the thick undergrowth. Pharynx glanced rapidly over his shoulder, then squared himself up in front of Thorax. "Very well." His horn glowed, and a blast of green fire washed out, striking Thorax square in the face._

_He felt nothing, and his eyes went wide in surprise. An illusion?_

_"Play dead!" hissed Pharynx in a whisper. Thorax froze for an instant, then dropped to the ground just as a group of changelings emerged from the brush._

_"Pharynx!" said one of them, looking utterly aghast. "What have you done?"_

_"What I had to do to protect those I care for," was his grim reply._

"He does care for me a lot. He's my brother, after all."

"Family ties can be mighty strong," said Applejack with a nod.

"I'm just glad everything worked out," said Spike, and he gave Thorax a tight hug. "I was crying just thinking about how awful actually losing you would be."

Thorax wrapped his forelegs around Spike and hugged the little dragon—his first friend—back. "I'm glad too. Though I'll miss Pharynx. I doubt I will ever see him again."

"Hey you never know. Maybe you will. All kinds of unlikely things can happen," said Spike, stepping back. "Now come on. It's time to go."

Thorax nodded, then green fire shimmered over him as he changed to a nondescript pony form, a stallion of average build in pale blue and purple.

"Ooo! I just thought of something! You're supposed to be a brand new pony, so I can throw you another 'Welcome to Ponyville' party! Eee!" Pinkie Pie squealed in delight, and all the others laughed. Thorax laughed too as he walked with the little group out of the room.

Time to start a new life with his friends.

**Author's Note:**

> If you'd like to see me talk about writing, my works in progress, other creative endeavors, and my life in general, check out [my Dreamwidth blog](https://bladespark.dreamwidth.org/) or my [twitter](https://twitter.com/bladespark).


End file.
